DCAC announces Business Combination with Global Interconnection Group, an integrated platform to service, supply and invest in interconnector cables and wider energy transmission infrastructure projects
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DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED
(“DCAC” or the “Company”)
in respect of
DCAC Shareholders (ISIN Code GG00BMB5XZ39) and DCAC Public Warrant Holders
(ISIN Code GG00BMB5XY22)
THIS PRESS RELEASE CONTAINS INFORMATION THAT QUALIFIES OR MAY HAVE QUALIFIED
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ABUSE REGULATION.
DCAC announces Business Combination with Global Interconnection Group, an
integrated platform to service, supply and invest in interconnector cables and
wider energy transmission infrastructure projects
19 April 2023
DCAC and Global Interconnection Group SA (“Global InterConnection Group
Target”) have entered into a definitive agreement today to effect a business
combination (the “Business Combination”). Upon completion of the Business
Combination, the combined company will be renamed Global Interconnection Group
Limited (“Global InterConnection Group” or “GIG”). It will remain
listed on Euronext Amsterdam. Edmund Truell as Executive Chairman leads a
world class team of board members; sector leading management; advisers and
partners.
About Global InterConnection Group Target
Global InterConnection Group Target is building an integrated platform to
service, supply and invest in interconnector cables and wider energy
transmission infrastructure projects, comprising three interlocking divisions:
1. Advanced Cables: high voltage direct current (“HVDC”) cable
manufacturing to address a long-term supply shortage
2. Interconnector assets: a diversified portfolio of development, construction
and operation stage interconnectors
3. Global InterConnection Group Services: design, planning and operational
management for both grids and interconnectors.
Rationale for the Business Combination
Global Interconnection Group three interlocking divisions are planned to
deliver:
1. 1. Advanced Cables: long-term supply shortage should drive multi-year order
book with robust pricing
2. Interconnectors: pressing need for resilient electricity transmission
drives long term demand
3. Global InterConnection Group Services: shortage of expertise underpins
demand
Large Scale capital deployment opportunity
* * * Multi - $ trillion global transformation of energy transmission under
way
Positive Impact market drivers
* * * Energy security and Net Zero initiatives are driving demand for energy
transmission systems that are greener, stronger, and more interconnected
* HVDC cable is crucial to many interconnectors, offshore wind, and grid
upgrades
* Interconnected grids are more efficient and able to respond to market stress
Board and management
* * * Management team have worked on most of Europe’s interconnectors;
complemented by leading advisers and consultants
* GIG management highly aligned and heavily invested in Global InterConnection
Group
* Supervisory board with industry veterans to oversee capital allocation and
strategy
Exceptional long term cash generation in real terms
* * * 30% return on unlevered capital cost
of cable factories
* 12% - 16% p.a. 50-year returns on interconnectors
Highlights
* DCAC believes the Business Combination represents a highly attractive
opportunity to acquire a unique renewable energy platform with high-potential
seed assets, benefitting from powerful global tailwinds, expert management and
advisers, and an ambitious multi-divisional strategy that aims to deliver both
synergies and diversification to the best possible standards.
* DCAC is well-placed to provide Global InterConnection Group Target with the
capital and the financial expertise to support the programmes of its existing
subsidiaries and to achieve organic and inorganic growth in pursuit of its
ambitious plans to become a world-leading integrated platform for the
provision of HVDC cable, dedicated capital and management services to a
portfolio of transmission assets, at the heart of the global drive towards Net
Zero and greater energy security.
* Global InterConnection Group is led by a highly experienced management team,
overseen by a board and investment committee comprising leading experts in the
sector.
* DCAC believes that the Business Combination represents an exciting
opportunity to build a market-leading, international platform that benefits
from and supports global initiatives for increased energy security and lower
greenhouse gas emissions.
* Greater access to the capital markets through its listing is expected to
accelerate Global InterConnection Group Target’s already ambitious growth
plans through its listing, thereby raising Global InterConnection Group
Target’s profile, and diversifying its shareholder base, while enhancing its
ability to execute on a strong mergers and acquisitions pipeline
* DCAC and GIG Target have pre-sounded the transaction with certain existing
DCAC shareholders and GIG Target shareholders and other investors, and
received broad support for the Business Combination.
* The Business Combination is expected to be completed in June 2023.
Interconnector Market
HVDC cables are growing in importance and contrast with more common high
voltage alternating current transmission cables. HVDC cables are both cheaper
and more efficient for the transmission of energy over longer distances, as
they incur significantly lower transmission losses.
HVDC cables also have an important application in stabilising alternating
current grids and as such are fundamental to many grid strengthening projects.
HVDC cable manufacturing is therefore a key component of overall energy
transition to supply interconnectors as well as grid upgrade and offshore wind
projects. This has given rise to a pronounced supply-demand imbalance in the
HVDC cable market which DCAC believes will continue for decades. GIG therefore
presents as a particularly attractive and rare opportunity to invest in the
development of new HVDC cable manufacturing capacity.
Interconnectors are power cables that connect different countries' electricity
grids, as a means of improving grid efficiency and expediting the transmission
of energy internationally, from where it is generated to where it is needed.
As the world plans for and transitions towards a decarbonised future and with
a renewed global emphasis on energy security, interconnectors are recognised
as a central component to countries' energy strategies, not least because
interconnected grids are more efficient and able to respond to market stress.
The Business Combination offers DCAC the opportunity to benefit both from
income through operating interconnectors and capital appreciation from
interconnector development projects.
At the same time, DCAC believes the proliferation of interconnectors and grid
upgrades represents an attractive opportunity for the provision of design,
planning and operational consultancy services to such projects by GIG
Services. Moreover, GIG’s planned combination of HVDC cable manufacturing,
interconnector ownership and related consultancy services offers significant
scope for cross-selling, given the divisional customer overlap.
GIG’s strategy is founded on two existing subsidiaries: Advanced Cables Ltd
(“Advanced Cables”) and Atlantic SuperConnection Energy Ltd (“Atlantic
SuperConnection” or “ASC”), complemented by GIG Services.
Advanced Cables
Advanced Cables is developing a 1,500+ km / year capacity HVDC cable
manufacturing and armouring facility in the North East of England at Teesside
(the “Teesside Factory”), together with aluminium stranding and cable
testing and research facilities in Iceland.
Advanced Cables has identified its preferred sites for both the UK and Iceland
facilities and is in advanced discussions with a major HVDC cable manufacturer
to co-fund and operate the Teesside Factory.
Advanced Cables’ output will supply projects fulfilling global initiatives
for greater energy security and Net Zero greenhouse gas emissions. Moreover,
it expects to generate material economic benefit for both the UK and Iceland
through creating manufacturing jobs, enhancing exports and supporting regional
development.
Advanced Cables expects to commence construction of its UK factory in H2 2023,
with cable production commencing thereafter in H2 2025.
Atlantic SuperConnection
Atlantic SuperConnection is developing an interconnector cable to transmit up
to 1.8GW of hydroelectric and geothermal energy from Iceland to the UK,
through which Iceland will be able to provide over a million households in the
United Kingdom with renewable energy. It is expected that this will reduce the
UK energy sector’s annual CO2 emissions by more than 3% (i.e. 1.1. million
tonnes of CO2 per year).
To date, Atlantic SuperConnection has completed a seabed survey to ascertain
the optimal cable route, secured a connection agreement with the UK National
Grid, and importantly has had technical feasibility confirmed by reports from
RTE International, a leading interconnector consultancy, which in September
2022 was appointed Owner’s Engineer for the project.
Atlantic SuperConnection expects to have a substantial positive social and
economic impact in both Iceland and the UK once operational. Iceland will
benefit from its first energy export revenues, and from the greater energy
security of connecting its grid to other countries for the first time. The UK
will benefit from access to economical, renewable and dependable energy,
mitigating the energy shortages and price volatility engendered by recent
geopolitical events and the country’s increasing dependence on intermittent
wind and solar energy.
Atlantic SuperConnection expects to commence construction of the
interconnector in 2024, with project completion in 2029.
Atlantic SuperConnection is the first asset within the GIG interconnector
portfolio, which GIG expects to augment and diversify through the acquisition
of other interconnector projects and operating assets.
Shareholder Circular
The completion of the Business Combination is subject to the approval of DCAC
Shareholders. To this end, a Shareholder Circular (the “Shareholder
Circular”) has been distributed containing detailed information on the
Business Combination and giving notice of an EGM, to be held on 10th May 2023.
The Shareholder Circular contains important information, including risk
factors and conflicts of interest inherent in the Business Combination
proposals.
The approval of the DCAC Sponsor Shareholders and the DCAC Warrant Holders
will also be required to consummate the Business Combination. Accordingly, in
addition to the EGM, a class meeting of the DCAC Ordinary Shareholders, an
associated class meeting of the DCAC Sponsor Shareholders and a meeting of the
DCAC Warrant Holders, will be held on the same day subsequent to the EGM, i.e.
10th May 2023. Notices for these meetings are included in the Shareholder
Circular.
DCAC Shareholders, DCAC Warrant Holders and prospective investors should read
the Shareholder Circular in full and pay special attention to the risk factors
therein.
Key Transaction Terms
Business Combination Agreement
Under the terms and conditions of the business combination agreement between
DCAC, the shareholders of GIG Target (the “Selling Shareholders”) and GIG
Target in connection with the Business Combination (the “BCA”), DCAC will
acquire 100% of the issued and outstanding share capital of GIG Target. The
aggregate consideration to be transferred by DCAC to the GIG Target
Shareholder in connection with the Business Combination will be:
1. the issue and/or transfer from treasury of 14,394,235 DCAC Ordinary Shares,
at a valuation of
£20.00 per DCAC Ordinary Share and with an aggregate value of £287,884,698;
and
1. the Refundable Advance of SwFr 900,000.
In determining the consideration payable by the Company for the GIG Target
Group the liabilities of the GIG Target Group have been taken into account,
being principally 2028 GreenBonds with an aggregate value of £33,604,092.
RTE International SAS, the arm of the French transmission owner and operator,
will be granted an option over 290,000 Shares of the renamed Global
Interconnection Group Limited, at a price of £20.00 per Ordinary Share. RTE
International is the owners’ engineer for GIG Target.
The BCA contains customary closing conditions and warranties by GIG Target,
the Selling Shareholders and DCAC.
As a result of the Business Combination, GIG Target will become a wholly owned
subsidiary of DCAC, DCAC Ordinary Shares will continue to be listed on
Euronext Amsterdam under the new name “Global InterConnection Group”.
Further information regarding the terms of the BCA, is included in the
Shareholder Circular.
GreenBonds
Prior to completion of the Business Combination,
* Atlantic SuperConnection will create index-linked sustainable green bonds in
an aggregate amount up to £2,300 million and with a repayment date of 31
December 2056 (the “2056 GreenBonds”); and
* Advanced Cables will create index-linked sustainable green bonds in an
aggregate amount up to £300 million and with a repayment date of 31 December
2028 (the “2028 GreenBonds” and, together with the 2056 GreenBonds, the
“GreenBonds”).
The GreenBonds are in each case subject to redemption together with an annual
coupon of 3%, both adjusted for inflation subject to certain conditions. It is
currently intended that the GreenBonds will be listed on The International
Stock Exchange in Guernsey (TISE).
Special Distribution
On or about the completion date of the Business Combination (the “Completion
Date”), DCAC will make a special in-specie distribution in the value of
£5.00 per DCAC Ordinary Share in the form of 2056 GreenBonds to DCAC Ordinary
Shareholders satisfying the DCAC Board of their valid ownership of DCAC
Ordinary Shares on a record date.
Warrant exercise and redemption
Upon adoption of the New Warrant T&Cs, holders of DCAC Public Warrants will
have the opportunity to exercise their DCAC Public Warrants against payment in
cash of £11.50. In exchange for each whole DCAC Public Warrant so validly
exercised, a DCAC Public Warrant Holder will receive one DCAC Ordinary Share.
Subsequently, such DCAC Ordinary Shares will also be eligible for the Special
Distribution.
In addition, on or around the Completion Date, the Company intends to redeem
all then outstanding DCAC Public Warrants not validly exercised, such
redemptions to be settled in specie by way of delivering DCAC Ordinary Shares
to the relevant holders of DCAC Public Warrants. The Company currently expects
to exchange each DCAC Public Warrant, priced at £20.00, for 0.361 of a DCAC
Ordinary Share, the cumulative number of DCAC Ordinary Shares to be rounded
downwards to the nearest whole number of DCAC Ordinary Shares, so to give a
value of £7.22 per such DCAC Public Warrant (subject to rounding).
Offer of DCAC Ordinary Shares and GreenBonds
Furthermore, in connection with the Business Combination, the Company or its
subsidiaries intend to offer DCAC Ordinary Shares for an issue price of
£20.00 and a total amount of up to £140 million, as well as 2028 GreenBonds
and 2056 GreenBonds, to certain eligible investors in the EEA, UK and
Switzerland. This press release does not constitute, and should not be
construed as, such offer. Further information on this offer will be announced
in due course.
To help fund the construction of the Teesside Factory, GIG further intends for
Advanced Cables to mount the issuance and/or secondary sale of 2028 GreenBonds
with an aggregate value of up to £75 million to certain eligible investors in
the EEA, UK and Switzerland. In addition, GIG intends to procure the issuance
and/or secondary sale of 2056 GreenBonds with an aggregate value of up to £50
million to certain eligible investors in the EEA, UK and Switzerland. This
press release does not constitute, and should not be construed as, such offer.
Further information on this offer will be announced in due course.
Lock-up of certain Selling Shareholders
Pursuant to lock-up agreements to be entered into between respective GIG
Target Shareholders who will hold more than 3% of GIG Target’s C Shares
immediately prior to completion of the Business Combination together with the
GIG Target subsidiary directors and the Company, such GIG Target Shareholders
may not sell GIG Shares until the earlier of: (A) 90 days after the Completion
Date; or (if earlier) (B) subsequent to the Business Combination, the closing
price of the GIG Shares equals or exceeds £24.00 per GIG Share for any 5
Trading Days within any 20 Trading Day period commencing at least 30 Trading
Days after the Completion Date.
Sponsor Shares
Lock-up arrangements agreed in the IPO of DCAC will be amended such that the
DCAC Sponsor (including on behalf of the Truell Family Trusts) and each of the
directors of the DCAC Board may not transfer any GIG Shares until the earlier
of: (A) one year after the Completion Date or (if earlier)
(B) subsequent to the Business Combination, the closing price of the GIG
Shares equals or exceeds
£12.00 per GIG Share for any 20 Trading Days within any 30 Trading Day period
commencing at least 30 Trading Days after the Completion Date.
Governance of Global InterConnection Group following the Business Combination
Following completion of the Business Combination, Global InterConnection Group
will be led by a highly experienced board of directors, consisting of one
executive director and four non-executive directors with expert knowledge of
Global Interconnection Group’s current and planned business activities.
The Board will consist of the following members:
* Edmund Truell, Executive Chairman. Edi is currently the CEO of DCAC and
executive chairman of Global InterConnection Group Target. In addition, he is
a director and the managing partner of Disruptive Capital GP and of Pension
Superfund and a director of Fiordland GP, which manages various family funds,
all of whom are shareholders in GIG Target.
* Michael Ridley, Senior Independent Non-Executive Director. Michael was
formerly Vice- Chairman at JP Morgan; and is an economic adviser to the
Icelandic government.
* Roger Le Tissier, Non-Executive Director. Roger has been a non-executive
director of DCAC since 2021. He was formerly senior partner of Guernsey legal
firm, Ogiers. He is also a non- executive director of Pension SuperFund, of
Disruptive Capital GP, and of Long Term Assets, all of whom are shareholders
in GIG Target
* Luke Webster, Non-Executive Director. Luke has extensive experience of
financing and overseeing multi-£billion infrastructure projects as CIO of the
Greater London Authority, such as the Elizabeth Line and the Northern Line
tube extension.
* Jennie Younger, Non-Executive Director. Jennie is currently Executive
Director of King's College London and King's Health Partners. Jennie has over
30 years of experience working in capital markets as Global Head of Corporate
Affairs at Astra Zeneca; at Glaxo Smith Kline; as Global Head of
Communications and Client Marketing at Deutsche Bank; and at British Gas.
GIG Services
GIG Services expects to provide management services for the design,
evaluation, development, construction, and operation of interconnectors and
grid upgrades. The GIG Target Group's management, advisers and their
affiliates have significant experience in the subsea power transmission sector
in renewables, interconnectors, power from shore and domestic grids. As well
as developing the GIG Target Group's own operations, they have provided
strategic and technical support, marine management, and advice to many of the
leading Transmission System Operators (TSOs) across Europe, including RTE and
National Grid. For example, they have worked on IFA2, NeuConnect, Britned and
Viking Link, and internationally on BassLink.
GIG Services will benefit from the expertise and capabilities of the GIG
Target Board, senior advisers, and management. Their experience at a very
senior level of the planning, engineering, installation, operations and
maintenance of over 10,000 km of HVDC cable and interconnectors will be sought
after by clients.
The GIG Target Group management and affiliates are specialised in marine work,
which will be invaluable to GIG Services as it seeks to establish itself in
the subsea power transmission sector.
The divisions of GIG are led by the following key management team:
* Ian Drew, Executive Chairman – Advanced Cables and Atlantic
SuperConnection. Ian joined Atlantic SuperConnection in June 2017. He is a
Global Business Leader with over 25 years of experience of global leadership
in the technology industry. He also has extensive experience within marketing,
business development, strategy, investment, mergers & acquisitions and sales
experience in large FTSE and NASDAQ Companies. In addition, Ian has founded a
number of start-ups in the security and open-source industries.
* Matthew Truell, Technical Director. Matthew joined ASC in 2014, following a
Masters in Oceanography at the UK National Oceanographic Centre. Matthew is
also the Head of Power at Red Penguin, a leading subsea cable consultancy
firm. He has extensive experience in HVDC cable design, planning, construction
and operations and has worked on many of the UK’s existing interconnectors.
* Henry Tilbury, Corporate Finance Director – Advanced Cables and Atlantic
SuperConnection. Henry joined Advanced Cables and Atlantic SuperConnection in
2022, and has over seven years’ experience in private equity and
infrastructure investing. He is also Associate Director at Disruptive Capital,
where his role focuses on analysing, structuring and managing private equity
and infrastructure investments across sectors. Henry is a non-executive
director of REG Technologies and CSS Scotland Limited.
* Cédriane de Boucaud, Non-Executive Director. Cédriane is a co-founder and
director of Disruptive Capital. She has funded and grown businesses, including
turning around US and former Soviet enterprises such as airlines,
manufacturers, and banks. Cédriane is currently developing a luxury medical
rehabilitation health destination in the Swiss Alps. She is a trustee of the
Truell Conservation Foundation charity.
* Christian Boyle, UK Regulatory Affairs. Chrissie worked for Parliament, CCHQ
and a Conservative think tank from 2011 to 2018, focusing on campaigning.
During this time, she wrote speeches and Op-eds for then-Party Chairman Grant
Shapps for the 2015 General Election. Additionally, she organized training for
prospective parliamentary candidates and ran the largest Conservative
membership organization outside of the Conservative Campaign HQ.
In addition, DCAC is pleased to welcome Fridjon Fridjonsson and Chris Sturgeon
as advisors to the Board, complementing Kari Stadigh.
* Kari Stadigh currently occupies the positions of Chairman at Relais Group
Oy, Chairman for Kaleva Mutual Insurance Co. and Chairman for Mandatum
Henkivakuutusosakeyhtiö Oy. Mr. Stadigh is also on the board of 9 other
companies. In the past Mr. Stadigh held the position of Chairman of Kesko Oyj,
Chairman at Alma Media Oyj, Director at Aspo Plc, Chairman for P&C Insurance
Holding Ltd., President, Group Chief Executive Officer & MD at Sampo Oyj
Chairman of If P&C Insurance Holding Ltd. and President for Nova Life
Insurance Co. (both are subsidiaries of Sampo Oyj), President of JP Finance Oy
and President & Chief Operating Officer of Jaakko Poyry Group Oyi.
* Fridjon Fridjonsson is the Managing Partner at KOM PR in Iceland. He has a
long career in political campaigning in Iceland for the Independence Party
(IP) and many of its senior politicians. He has been employed as an
Information Specialist at the Ministry of Justice in Iceland, as an
independent advisor on IT and Information delivery in Washington DC, as a
campaign consultant for the IP, and as the Political Advisor to Chairman of
the IP, Bjarni Benediktsson in Parliament.
* Chris Sturgeon is the founder and CEO of Red Penguin. Throughout his 40 year
maritime career, 30 years of which has been in the submarine cable industry,
Chris has acquired a wealth of experience in a broad range of related
disciplines both ashore and at sea. He is a master mariner with 10 years
command and management experience of cable installation and maintenance
operations.
Global Interconnection Group is supported by leading consultants and service
providers including AFRY, the world-leading energy consultancy, and RTE
International, the consultancy subsidiary of the French transmission system
operator RTE.
Working with major companies such as RTE International, AFRY, Aecom, Red
Penguin and Powershore, GIG Services aims to feed the GIG Target Group's
interconnector portfolio pipeline. The division will achieve this by
converting management mandates into interconnector assets, taking equity
stakes in development projects it advises on, and seeking first refusal to
provide construction equity, in return for lead management of planning,
construction, and operations. In addition, GIG Services intends to accelerate
this part of the business through the recruitment and acquisition of further
management resources.
About DCAC
DCAC is a special purpose acquisition company (“SPAC”) incorporated on 29
April 2021 under the Companies Law as a non-cellular company limited by
shares.
DCAC was created for the purpose of completing a merger, amalgamation, share
exchange, asset and/or liability acquisition, share purchase, reorganisation
or similar business combination with a target business or entity.
DCAC's leadership team comprises executive directors: Edmund Truell (Chief
Executive Officer); non-executive directors: Wolf Becke (Chair/Independent
Non-Executive Director), and Roger Le Tissier (Non-Executive Director); and
special advisers: Dimitri Goulandris, Kari Stadigh and Luke Webster.
DCAC was launched by Disruptive Capital GP Limited, a Guernsey investment firm
licensed by the Guernsey Financial Services Commission to carry on controlled
investment business under the Protection of Investors (Bailiwick of Guernsey)
Law, 2020.
Disruptive Capital GP was founded by Edmund Truell and his late brother,
Daniel Truell, former CIO of the Wellcome Trust charitable endowment.
Following his death, the firm is now owned by the de Boucaud Truell
Inter-Generational FLP and the Truell Conservation Foundation, a UK registered
charity, set up to ‘make money for charity by being good investors’.
The initial public offering (“IPO”) of DCAC took place on 6 October 2021.
DCAC successfully completed the DCAC IPO, raising £125 million from new
investors. Pursuant to reorganisation plans, some £123 million has and is
being returned to shareholders. The Company now holds some £5 million in
cash, post settlement of the share repurchases deemed valid, and having met
all its outstanding liabilities.
DCAC first announced proposals for the Business Combination on 20th February
2023.
The DCAC Ordinary Shares and DCAC Warrants are currently separately listed and
traded on Euronext Amsterdam under the ISIN GG00BMB5XZ39 and symbol DCACS for
the DCAC Ordinary Shares and ISIN GG00BMB5XY22 and symbol DCACW for the DCAC
Warrants.
A copy of the Shareholder Circular is available on the DCAC website
(www.disruptivecapitalac.com).
Timing
Below is a timetable of the principle events of the Business Combination
whereby capitalised terms not otherwise defined in this press release have the
meanings ascribed to them in the Shareholder Circular.
Event Expected Date (Time)
Notice of EGM, DCAC Ordinary Shareholder Class Meeting, DCAC Sponsor Shareholder Class Meeting and DCAC Warrant Holder Meeting 19 April 2023
Deadline for submission of white EGM Proxy Form 8 May 2023 (10.00 BST)
Deadline for submission of green DCAC Ordinary Shareholder Class Meeting Proxy Form 8 May 2023 (10.15 BST)
Deadline for submission of yellow DCAC Sponsor Shareholder Class Meeting Proxy Form 8 May 2023 (10.30 BST)
Deadline for submission of blue DCAC Warrant Holder Proxy Form 8 May 2023 (10.45 BST)
EGM Record Date 9 May 2023 (18.00 BST)
DCAC Warrant Holder Meeting Record Date 9 May 2023 (18.00 BST)
DCAC Ordinary Shareholder Class Meeting Record Date 9 May 2023 (18.00 BST)
DCAC Sponsor Shareholder Class Meeting Record Date 9 May 2023 (18.00 BST)
EGM 10 May 2023 (10.00 BST)
DCAC Ordinary Shareholder Class Meeting 10 May 2023 (10.15 BST)
DCAC Sponsor Shareholder Class Meeting 10 May 2023 (10.30 BST)
DCAC Warrant Holder Meeting 10 May 2023 (10.45 BST)
Publication of results of EGM, Warrant Holder Meeting, DCAC Ordinary Shareholder Class Meeting and DCAC Sponsor Shareholder Class Meeting 10 May 2023
Publication of press release in respect of DCAC Warrant exercise and redemption, including Redemption Notice 11 May 2023
Publication of offer circular in respect of Offer of GIG Shares and GreenBonds to Eligible Investors, and start of offer period (provisional) 11 May 2023
Last day of trading in Public Warrants on Euronext Amsterdam, end of DCAC Warrant redemption notice period and final day of exercise of Public Warrants 26 May 2023
Public Warrants delisted from Euronext Amsterdam 29 May 2023
Mandatory DCAC Warrant redemption Record Date 30 May 2023
Settlement of DCAC Warrants that are voluntarily exercised by issue of new DCAC Ordinary Shares 30 May 2023
Record Date for Special Distribution of Greenbonds 31 May 2023 (17.40 CEST)
Listing of GreenBonds 1 June 2023
Settlement of mandatory DCAC Warrant redemption by issue of new DCAC Ordinary Shares 1 June 2023
Admission of DCAC Ordinary Shares issued in exchange for Warrants on Euronext Amsterdam 1 June 2023
End of offer period in respect of Offer of GIG Shares and GreenBonds to Eligible Investors 1 June 2023
Announcement of (i) results of Offer, (ii) anticipated Business Combination Completion and (iii) first day of listing under the new name 2 June 2023 (8.00 CEST)
Settlement of Special Distribution of GreenBonds 2 June 2023
Completion of Business Combination: 1. issue of new DCAC Ordinary Shares and/or transfer of DCAC Ordinary Shares held in treasury to GIG Target Shareholders 6 June 2023
2. transfer of GIG Target Shares to GIG
3. conversion and buy back of DCAC Sponsor Shares
Completion of Offer of GIG Shares and GreenBonds to Eligible Investors 6 June 2023
Admission of newly issued GIG Shares from Completion of Business Combination and Offer on Euronext Amsterdam 6 June 2023
Start of trading under the new name "Global Interconnection Group Limited" 6 June 2023 (9:00 CEST)
The dates and times given are based on DCAC's current expectations and may be
subject to change. Any revised dates and/or times will be notified to the DCAC
Shareholders and DCAC Warrant Holders, by way of a press release published on
DCAC's website (www.disruptivecapitalac.com).
PRESS AND INVESTOR INFORMATION
For more information, please contact:
Company enquiries to:
disruptive@admina.gg
Registered office
First Floor, 10 Lefebvre Street St Peter Port
Guernsey GY1 2PE
Media inquiries to:
James Culverhouse EQ
James.culverhouse@eqcorp.co
+44 20 7223 1100 / +44 7912 508 322
Disclaimer
This press release is not for release, distribution or publication, whether
directly or indirectly and whether in whole or in part, in or into the United
States, Canada, Australia, South Africa or Japan or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction.
The information contained in this press release does not purport to be full or
complete. No reliance may be placed by any person for any purpose on the
information contained in this press release or its accuracy, fairness or
completeness.
This press release is for information purposes only and does not constitute,
and should not be construed as, an offer to sell or a solicitation of any
offer to purchase the ordinary shares and/or warrants (the “Securities”)
of Disruptive Capital Acquisition Company Limited (“DCAC”) in any
jurisdiction.
No action has been taken by DCAC or Global Interconnection Group SA (“GIG
Target”) that would permit an offer of Securities or the possession or
distribution of these materials or any other offering or publicity material
relating to such Securities in any jurisdiction where action for that purpose
is required. The release, publication or distribution of these materials in
certain jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which they are released, published or distributed, should
inform themselves about, and observe, such restrictions.
This press release does not constitute a prospectus. DCAC has not authorised
any offer to the public of Securities in any Member State of the European
Economic Area. No action has been undertaken or will be undertaken to make an
offer to the public of Securities requiring publication of a prospectus in any
EEA Member State, the United Kingdom, Switzerland or in any other
jurisdiction.
This press release is not for publication or distribution, directly or
indirectly, in or into the United States. This press release is not an offer
of securities for sale into the United States. The Securities have not been
and will not be registered under the U.S. Securities Act of 1933, as amended
or any state securities laws in the United States, and may not be offered or
sold in the United States, absent appropriate registration or an applicable
exemption from such registration. No public offering or other offering of
securities is being made in the United States or in any other jurisdiction.
The Securities referred to herein may not be offered or sold in Australia,
Canada, Japan, or South Africa, or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan, or South Africa,
subject to certain exceptions.
DCAC and GIG Target will not be held liable for any loss or damages of any
nature ensuing from using, trusting or acting on information provided. This
press release does not constitute, and should not be construed as, an offer to
sell or a solicitation of any offer to Securities and is not a recommendation
to engage in any investment activities. Before making any voting or other
investment decisions, shareholders of DCAC and other interested persons are
advised to read the shareholder circular published on the date hereof, and the
DCAC IPO prospectus dated 6 October 2021, that are made available by DCAC, as
these materials will contain important information about DCAC, GIG Target and
the proposed business combination between them.
This press release may include certain forward-looking statements, including
financial targets, estimates, opinions and projections with respect to
anticipated future financial and operational objectives and performance of
DCAC and GIG Target (“Forward-looking Statements”). These Forward-looking
Statements may be identified by the use of forward-looking terminology,
including the terms “believes”, “estimates”, “plans”,
“projects”, “anticipates”, “expects”, “intends”, “may”,
“will” or “'should” or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking Statements may
and often do differ materially from actual results. Any Forward-looking
Statements reflect DCAC’s and GIG Target’s current views with respect to
future events and are subject to risks relating to future events and other
known and unknown risks, uncertainties and assumptions relating to DCAC’s
and GIG’s business, results of operations, financial position, liquidity,
prospects, growth or strategies. Forward-looking Statements speak only as of
the date they are made. DCAC and GIG Target do not undertake to provide or
publish any revised financial targets and objectives to reflect events or
circumstances arising after the date of this press release or to reflect
events or circumstances existing at
the date hereof but that have not been taken into account by it in connection
with its financial targets and objectives